Release by Company Clause Samples

Release by Company. The Company, on behalf of itself and each and all of the other Company Parties, hereby acknowledges full and complete satisfaction of and releases and discharges each and all of the Executive Parties from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, that all or any of the Company Parties have ever had, or now have, or ever will have, against all or any of the Executive Parties by reason of any and all acts, omissions, conditions, events, circumstances, or facts existing, occurring, or failing to occur at any time through the date of the Company’s execution of this Release that directly or indirectly arise out of, relate to, or are connected with Executive’s employment by, services to (whether as an employee, officer, director, or otherwise), or separation from, all or any of the Company Parties(the foregoing, as modified by the following clause, collectively, the “Company Released Claims”); except that notwithstanding anything to the contrary herein, the release set forth in this Section 4 expressly excludes, and shall not alter, limit, release, apply to, or otherwise affect, and the term Company Released Claims shall not include (a) the obligations of Executive that survive the termination of Executive’s employment with the Company pursuant to Section [9.6] of the Employment Agreement and that certain Confidentiality, Non-Interference, and Invention Assignment Agreement dated [*] between the Company and Executive; and (b) any claims arising after the date of the Company’s execution of this Release.

Release by Company. Subject to the conditions hereinafter set forth, and in exchange for the agreements of Executive herein, the Company hereby: (1) forever releases and discharges Executive, his heirs and personal representatives, from any and all claims, actions, causes of action and demands of the Company, its officers, directors, and other stockholders, known or unknown, arising out of or in any way relating to any claims heretofore made by such persons against Executive, and any other claims that may arise in connection with Executive's capacity as an employee, officer or stockholder of the Company (whether directly or indirectly), including without limitation all damages, costs and expenses incurred or otherwise suffered by the Company, its officers, directors, and other stockholders in connection therewith, specifically excluding, however, any claim for breach of any representation, warranty, obligation or covenant of Executive contained in this Agreement and any claims, actions, causes of actions and demands arising from any deliberately dishonest, malicious or fraudulent act or omission or any willful violation of law by Executive; and (2) covenants and agrees not to s▇▇ or bring, or cause or permit to be commenced, any action or legal proceeding, against Executive, his heirs or personal representatives in connection with any claim, action, cause of action or demand released by such persons herein.

Release by Company. The Company, its past and present shareholders, directors, officers, employees, partners and agents, subsidiary and affiliated entities, and successors and assigns, first party, hereby releases, discharges, and covenants not to ▇▇▇ the Executive, his personal representatives, heirs and assigns, second party, from and for any and all claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges or causes of action, both known or unknown, in law or in equity, of any kind whatsoever, which first party ever had, now has, or may have against second party, for, upon or by reason of any matter, cause or thing whatsoever, up to and including the date of this Agreement, including any lawsuit founded in tort, contract (oral, written or implied) or any other common law on equitable basis of action, but excluding any obligations of the Executive under this Agreement and any actions of Executive for which he is not indemnified under the Indemnification Agreement. The release of Executive contained herein does not apply to any fraudulent or unlawful activities of Executive.

Release by Company. Except for the obligations of the Individual hereunder, and in consideration of the Individual obligations pursuant to this Agreement, Company, on behalf of itself, any of its direct and indirect subsidiary corporations in which it holds an interest, and their predecessors, successors, and their respective agents, assigns, legal representatives, employees, officers, trustees and agents its officers, directors, agents and successors-in-interest, does hereby UNCONDITIONALLY RELEASE AND DISCHARGE the Individual and his heirs, executors, administrators, assigns, agents and successors-in-interest (hereinafter collectively referred to as the “Individual Releasees”) from any and all claims, liabilities, demands and causes of action, of whatever kind and nature, known or unknown, fixed or contingent, which the Company has, ever has had, or in the future may have against the Individual Releasees for any reason, and which are based on acts or omissions occurring up to and including the date of this Agreement, including, but not limited to, the Individual’s engagement with the Company, the cessation of such engagement or any act, omission, occurrence or other matter related to such engagement or cessation of engagement, and Company does hereby covenant not to make any demand or file any lawsuit or assert any claim against the Individual Releasees in any judicial, administrative or other forum. This is a full and complete release of any and all claims and potential claims and such claims and the covenant not to ▇▇▇ includes, but is not limited to, all claims arising under any federal, state or local laws or regulations and any common law claims or threats of recovery. Notwithstanding anything to the contrary, however, the Parties expressly acknowledge and agree that the Company is not releasing or giving up its right to enforce the terms of this Agreement. Excluded from this Agreement are any claims which cannot be released or waived by law.

Release by Company. In consideration of the Executive executing and delivering this Release, the Company hereby irrevocably and unconditionally releases, remises and discharges the Executive, his heirs and administrators, or any of them, from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, account, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities and expenses (including attorney fees and costs) of any kind and nature which the Company ever had, could have had or now has against the Executive whether known or unknown, suspected or unsuspected.

Release by Company i. Company does hereby release, acquit and forever discharge each Purchaser and their respective past and present officers, directors, attorneys, affiliates, members, managers, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Company Released Claim” and collectively, the “Company Released Claims”), that Company hereunder has as of the Effective Date or may acquire in any way arising out of, connected with or related to the Original Second Tranche Notes, Note Purchase Agreement, First Amendment and Second Amendment. ii. Each person signing below on behalf of Company hereunder acknowledges that he or she has read each of the provisions of this Section 4(a). Each such person fully understands that this Section 4(a) has important legal consequences, and each such person realizes that they are releasing any and all Company Released Claims that Company may have. Company hereby acknowledges that each of them has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this Section 4(a). iii. Company hereby specifically acknowledges and agrees that: (x) none of the provisions of this Section 4(a) shall be construed as or constitute an admission of any liability on the part of any Purchaser; (y) the provisions of this Section 4(a) shall constitute an absolute bar to any Company Released Claim of any kind, whether any such Company Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (z) any attempt to assert a Company Released Claim barred by the provisions of this Section 4(a) shall subject Company to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. iv. Company expressly waives any and all rights and benefits conferred upon it by Section 1542 of the Civil Code of the State of California (and any similar or like statute or other law which may be applica...

Release by Company. Except for the Executive's obligations under this Agreement, (including the repayment of any advancements made before or after the Effective Date, which the Executive is required to repay if it is ultimately determined that the Executive is not entitled to indemnification) and as hereinafter provided, the Company and the Company's Released Parties irrevocably and unconditionally release and discharge Executive, his successors and assigns, from any and all claims, obligations, demands, damages and causes of action of any kind whatsoever, known or unknown, which the Company and the Company's Released Parties may have, now or in the future, against the Executive based upon, relating to, or arising from the creation, existence or termination of Executive's employment; and such release shall extend to the full extent (and only to the extent) of any indemnification authorized under Section 13(a) of this Agreement and under Article XIII of the Company's Certificate of Incorporation.

Release by Company. The Company, on behalf of itself and anyone claiming through it (the “Company Releasing Parties”), hereby agrees not to ▇▇▇ the Executive based upon facts that are known on the date of this Agreement by any director of the Company (not including the Executive) as of the date of this Agreement (“Known Facts”), and agrees to release and discharge, fully, finally and forever, the Executive from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, asserted or not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against the Executive arising from the beginning of time up to and including the effective date of this Agreement, including, without limitation, all matters in any way related to Executive’s employment by the Company or his service as an officer or director of the Company or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Section 18 shall apply to, or release the Executive from, any obligation or commitment of Executive contained in this Agreement.

Release by Company. In consideration of the sum of ten dollars ($10.00) and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged; hereby releases and discharges the Holder, its successors, subsidiaries, affiliates, employees, owners, officers, directors, governors, partners, predecessors, assigns, agents, representatives and attorneys, from any and all causes of action, actions, judgments, liens, damages, losses, claims, liabilities, and demands whatsoever, whether known or unknown, which each other had, now has, or hereafter can, shall or may have, however arising, including by reason of any duty, breach, act, omission, condition or occurrence through and including the date of this Agreement and/or by reason of any fact, act, matter, cause or thing of any kind whatsoever, including without limitation any alleged claim arising out of the Purchase Agreement, except (i) any claim arising out of a breach of this Agreement; and (ii) any claim arising out of the Warrant.